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                                                                   EXHIBIT 10.bm


                              EMPLOYMENT AGREEMENT


SBS TECHNOLOGIES, INC. ("Company") and PENNY ST. CLAIR-HOLMES agree:

         1.       EMPLOYMENT. Company employs Employee for the period beginning
                  on the date of this Employment Agreement and ending upon
                  discharge or resignation of Employee (the "Employment
                  Period"). During the Employment Period, Employee will serve in
                  the capacities determined by the Company. Employee will devote
                  sufficient time and energies to the business of Company to
                  accomplish the duties assigned, will perform to the best of
                  Employee's ability all duties assigned to Employee by Company
                  and will devote Employee's best efforts to advance the
                  interests of Company. Employee will have the power and
                  authority determined by Company.

         2.       REIMBURSEMENT OF EXPENSES. Company recognizes that Employee in
                  performing Employee's duties hereunder, may be required to
                  spend sums of money in connection with those duties for the
                  benefit of Company. Employee may present to Company an
                  itemized voucher listing expenses paid by Employee in the
                  performance of Employee's duties on behalf of Company, and on
                  presentation of such itemized voucher, Company will reimburse
                  Employee for all reasonable expenses itemized thereon,
                  including, but not limited to, travel, meals, lodging,
                  entertainment, and promotion with respect to all activities
                  approved in advance by the Company. Employee may receive
                  advances from Company for anticipated expenses. Employee
                  agrees that the amount by which an advance exceeds actual
                  expenses ("Amount") will be promptly refunded to Company upon
                  determination by Company that it is due, that the Amount may
                  be deducted from any payments of any nature (including without
                  limitation salary) owed by Company to employee, and that the
                  Amount will constitute a debt from Employee to Company,
                  enforceable by Company in all respects as if Employee had
                  executed a promissory note or other instrument acknowledging
                  the debt, bearing interest at a rate of 10% per year from the
                  date repayment is due and payable in full on demand without
                  set-off or deduction.

         3.       SICK LEAVE AND DISABILITY. Employee will be entitled to sick
                  leave for the number of days determined by Company ("Sick
                  Leave"). Employee will be considered to be disabled during any
                  period in excess of Sick Leave during which Employee is unable
                  to work because of illness or incapacity ("Disability
                  Period"). Employee will be entitled to receive Employee's full
                  salary during Sick Leave and will be deemed to be on leave,
                  without pay, during the Disability Period. If Employee is
                  unable to work for a period in excess of 180 days, the
                  Employee, at the discretion of the Board of Directors of
                  Company, will be considered to have resigned. In no event will
                  Employee be entitled to payment or other compensation for
                  unused Sick Leave or Disability Period, unless required by law
                  or otherwise provided in a policy or employment manual adopted
                  by the Board of Directors of Company.

         4.       RESTRICTIONS. Employee may not during the Employment Period,
                  directly or indirectly, own, manage, operate, invest in,
                  control, be employed by, participate in, be a financial
                  sponsor of, or be connected in any manner with the ownership,
                  management, operation or control of any business which
                  competes with a business conducted by Company at any time
                  during the Employment Period or a business which Employee
                  knows, during the Employment Period, that Company intends to
                  conduct. The ownership restriction applies, however, only in
                  the Employee owns a beneficial interest of 5% or more the
                  capital or profits of the business.

         5.       RESIGNATION AND DISCHARGE. Employee may resign by giving two
                  weeks' written notice to Company before resigning. Employee's
                  death will constitute a voluntary resignation. Company



EMPLOYMENT AGREEMENT - PAGE 1


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                  may discharge Employee without cause upon two weeks' notice.
                  If the Employment Period is terminated by resignation or
                  discharge without cause, Employee will be paid Employee's
                  salary on a pro-rata basis through the effective date of
                  resignation or discharge ("Effective Date"), and if requested
                  by Company, employee will continue to render Employee's
                  services through the Effective Date. In addition, if the
                  Employee's employment should be terminated without cause,
                  Employee will be entitled to receive six months severance pay
                  payable as a lump sum distribution or, if the Employee elects,
                  paid in equal installments every two weeks until fully paid on
                  the Company's regular scheduled paydays. If Employee refuses,
                  upon Company's requests, or fails to render services
                  competently and in good faith to the Company's benefit through
                  the Effective Date, Company may deem the Effective Date to be
                  the date of refusal or failure, as the case may be. If during
                  the Employment Period, Employee violates any provision or
                  restriction or fails to perform any obligation contained in
                  this Employment Agreement or in any Company policy or Company
                  employment manual or practice, or, unless otherwise provided
                  by Company policy or Company employment manual, (a) is
                  reasonably believed by Company (i) to have failed to comply
                  with any employment or nondiscrimination or similar law,
                  regulation or policy, (ii) to abuse, as determined by the
                  Company, alcohol or to use drugs, (other than as prescribed by
                  Employee's physician), or (b) refuses to submit to testing for
                  alcohol or drugs, or (c) is reasonably believed by Company to
                  have committed or is charged with any felony or misdemeanor
                  (except minor traffic violations and similar offenses),
                  Company may immediately discharge Employee without liability
                  for salary after the date of the discharge and without any
                  other liability to Employee. In no event will Employee be
                  entitled, upon resignation or discharge with or without cause,
                  to payment for sick leave or similar benefits of any kind
                  unless required by law or otherwise provided in a policy or
                  employment manual adopted by the Board of Directors of
                  Company.

         6.       CONFIDENTIAL INFORMATION. Employee acknowledges and recognizes
                  that Employee is, or will be, employed by Company in a
                  confidential relationship and may receive and have access to
                  the confidential business information, customer names,
                  contracts and other customer data, business methods,
                  techniques and trade secrets of Company ("Confidential
                  Information"). Employee may develop ideas, conceptions,
                  inventions, processes, methods, products and improvements; and
                  Employee may receive disclosures of ideas, conceptions,
                  inventions, processes, methods, products and improvements made
                  by other employees of Company ("Company Inventions"). Employee
                  may participate with Company in improving and developing
                  Confidential Information and Company Inventions. Confidential
                  Information and Company Inventions developed on behalf of
                  Company are neither commonly known nor readily accessible to
                  others and are used by Company in its business to obtain a
                  competitive advantage over Company's competitors who do not
                  know or use the Confidential Information or Company
                  Inventions. Protection of the Confidential Information and
                  Company Inventions against unauthorized disclosure and use is
                  of critical importance to Company in maintaining its
                  competitive position. Employee agrees that Employee will not,
                  at any time, during or after the Employment Period, make any
                  independent use of, or disclose to any other person or
                  organization, except as authorized by Company in writing, any
                  Confidential Information or Company Inventions. Upon
                  termination of the Employment Period for any reason, Employee
                  shall promptly deliver to Company all drawings, manuals,
                  letters, notes, notebooks, reports, customer lists, customer
                  data, mailing lists, and all other materials and records of
                  any kind, and all copies thereof, that may be in the
                  possession of, or under the control of, Employee pertaining to
                  Company's business including any that contain any Confidential
                  Information or Company Inventions.







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         7.       PERSONNEL POLICIES. Company's personnel policies apply to all
                  of Company's employees including Employee and describe
                  additional terms and conditions of employment of Employee.
                  Those terms and conditions, as they may be revised from time
                  to time by Company, are incorporated by reference into this
                  Employment Agreement. Company reserves the right to revise the
                  personnel policies from time to time, as Company deems
                  necessary. If any personnel policy provision conflicts with a
                  provision of this Employment Agreement, the terms of this
                  Employment Agreement shall govern.

         8.       ALCOHOL AND DRUG TESTING. Employee agrees to comply with and
                  submit to any Company program or policy for testing for
                  alcohol abuse or use of drugs.

         9.       BINDING EFFECT. This Employment Agreement constitutes the
                  entire understanding of the parties, may be modified only in
                  writing, is governed by laws of New Mexico, and will bind and
                  inure to the benefit of Employee and Employee's personal
                  representative and Company and Company's successors and
                  assigns.


                           DATED:           April 23, 2001


                                            COMPANY:

                                            SBS TECHNOLOGIES, INC.



                                            By:   /s/ Carla Quick
                                               --------------------------------
                                            Carla Quick, PHR
                                            Human Resources Manager


                                            EMPLOYEE:



                                            /s/ Penny St. Clair Holmes
                                            -----------------------------------
                                            Penny St. Clair-Holmes







EMPLOYMENT AGREEMENT - PAGE 3